Abstract HIV disproportionately impacts minority adolescents, and most of them have neither undergone HIV testing and counseling (HTC) nor know their status. Adolescence is a window of opportunity to intervene with HIV behavior change interventions. Challenges to implementing and disseminating some effective HIV prevention programs in adolescents may limit their impact. To address these challenges, innovative digital technologies can be used as interventions to improve health-related behaviors. They meet adolescents where they are at, are engaging, provide more consistent fidelity to the intervention, and are easier to disseminate, leading to potentially greater reach at a lower cost. Therefore, the goal of this proposal is to build on the work completed with a Phase I project to further adapt an existing iPad-based HIV prevention intervention with demonstrated efficacy, PlayForward: Elm City Stories (developed for adolescents aged 11-14 and focused on sexual risk reduction) to create a new intervention focused on promoting access to and uptake of HTC in adolescents, aged 14-16. In the original PlayForward, participants create a virtual character they use to travel through life, facing challenges and making decisions that bring different risks, benefits, and consequences. The participants can see how their actions influence their future. The intervention involves a series of realistic stories representing risky situations faced by adolescents in middle or high school, and participants successfully resolve each story to acquire senses and powers. The subsequent Phase I study adapted the intervention for a greater focus on HTC with enhanced storylines and conducted a pilot study that demonstrated efficacy in increasing actual HTC, intentions, and knowledge. For the proposed Phase II study, we will conduct additional formative work with focus groups, and our team of product developers and researchers will expand on the content and scope of the intervention while translating the intervention to a web-based platform. We will move towards commercialization of the digital intervention by working with implementation and marketing partners. We will evaluate the adapted intervention in a randomized controlled trial with 296 racial/ethnic minority adolescents, determining its efficacy as a web-based intervention for impacting their intention to seek HTC, actual obtaining of HTC, and knowledge about HIV/AIDS and testing. They will interact with the intervention for 2 hours per week for 6 weeks, and standardized assessment data will be collected at baseline, 6 weeks, 3 and 6 months. Given the compelling evidence supporting the efficacy of technology in health promotion and disease prevention, and their increased access, fidelity, and potential cost-effectiveness, this proposal holds the promise of an effective, engaging, tailored, and highly accessible prevention intervention with the potential for greater sustainable dissemination and considerable impact on this vulnerable population of adolescents.